Spark I Acquisition hit with Nasdaq holder deficiency

Q: What actions does Spark I Acquisition Corporation (SPKL) plan to take in response to Nasdaq?

The company intends to submit a compliance plan to Nasdaq. Spark I states it plans to file this plan on or before June 29, 2026, seeking to regain compliance with the Minimum Total Holders Rule and maintain its listing on the Nasdaq Global Market.

Spark I Acquisition Corporation reported that Nasdaq has notified it of a listing deficiency related to shareholder count.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Spark I Acquisition Corporation reported that Nasdaq has notified it of a listing deficiency related to shareholder count. On May 14, 2026, Nasdaq’s Listing Qualifications Department said the company is not in compliance with Listing Rule 5450(a)(2), which requires at least 400 total holders of its ordinary shares to remain on the Nasdaq Global Market.

The notice does not immediately affect trading or listing status. Spark I has 45 days from the notice date to submit a plan to regain compliance, and Nasdaq may grant up to 180 days to evidence compliance if the plan is accepted. The company plans to submit its compliance plan on or before June 29, 2026.

Positive

None.

Negative

Nasdaq listing deficiency notice: Spark I Acquisition Corporation is not in compliance with Nasdaq Listing Rule 5450(a)(2) requiring at least 400 total holders for continued listing on the Nasdaq Global Market, introducing uncertainty around its ongoing exchange listing.

Insights

Nasdaq holder-count deficiency raises listing risk for Spark I.

Spark I Acquisition Corporation has fallen below Nasdaq’s minimum 400 total holder requirement for the Nasdaq Global Market under Listing Rule 5450(a)(2). The current notice is a deficiency alert, not an immediate delisting, so trading continues for now.

The company has 45 days from May 14, 2026 to submit a remediation plan. If Nasdaq accepts that plan, Spark I could receive up to 180 days to regain compliance. Otherwise, a hearings process may follow, adding uncertainty around continued listing.

The company states it intends to submit a plan by June 29, 2026. Actual outcomes depend on Nasdaq’s response and Spark I’s ability to meet all Nasdaq listing standards. Future company filings may clarify whether the plan is accepted and if compliance is ultimately restored.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum total holders requirement: 400 total holders Plan submission window: 45 days Potential extension period: 180 calendar days +3 more

6 metrics

Minimum total holders requirement 400 total holders Nasdaq Listing Rule 5450(a)(2) threshold for ordinary shares

Plan submission window 45 days Time from May 14, 2026 Nasdaq notice to submit compliance plan

Potential extension period 180 calendar days Maximum extension from notice date if Nasdaq accepts plan

Notice date May 14, 2026 Date Nasdaq issued deficiency notice to Spark I

Intended plan submission date June 29, 2026 Target date by which Spark I intends to submit plan

Warrant exercise price $11.50 per share Exercise price of each whole warrant for one Class A ordinary share

Key Terms

Minimum Total Holders Rule, Nasdaq Global Market, beneficial holders, holders of record, +2 more

6 terms

Minimum Total Holders Rule regulatory

"not in compliance with Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”)"

Nasdaq Global Market regulatory

"continued listing on the Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

beneficial holders financial

"requires the Company to have at least 400 “Total Holders” (defined as both beneficial holders and holders of record)"

Beneficial holders are the people or entities who actually enjoy the economic rights of shares—such as dividends, price gains and voting power—even when the shares are registered in someone else’s name (for example a broker or nominee). For investors, knowing who the beneficial holders are matters because large or concentrated beneficial ownership can influence company decisions, trading liquidity and the outcome of votes or takeover offers, similar to knowing who truly controls a group even if someone else holds the paperwork.

holders of record financial

"defined as both beneficial holders and holders of record"

Names listed on a company’s official register at a specific cut-off date who are legally entitled to receive dividends, vote on corporate matters, or participate in other shareholder actions. Think of it like a guest list for an event: only those on the list at the snapshot time get the invitation or benefits, so investors watch the record date to know whether they will receive payouts or voting rights for a given corporate action.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq rule did Spark I Acquisition Corporation (SPKL) fail to satisfy?

Spark I is not in compliance with Nasdaq Listing Rule 5450(a)(2), known as the Minimum Total Holders Rule. This rule requires at least 400 total holders, including both beneficial holders and holders of record, to maintain listing on the Nasdaq Global Market.

Does the Nasdaq notice mean SPKL is being delisted immediately?

No, the Nasdaq notice is a deficiency notification, not an immediate delisting. It has no current effect on the listing or trading of Spark I’s securities on the Nasdaq Global Market, so shares and warrants continue to trade while the company addresses the issue.

How long does Spark I Acquisition Corporation (SPKL) have to regain Nasdaq compliance?

Spark I has 45 days from the May 14, 2026 notice to submit a plan to regain compliance with the Minimum Total Holders Rule. If Nasdaq accepts this plan, it may grant up to 180 calendar days from the notice date to demonstrate compliance.

What actions does Spark I Acquisition Corporation (SPKL) plan to take in response to Nasdaq?

The company intends to submit a compliance plan to Nasdaq. Spark I states it plans to file this plan on or before June 29, 2026, seeking to regain compliance with the Minimum Total Holders Rule and maintain its listing on the Nasdaq Global Market.

What happens if Nasdaq rejects Spark I Acquisition Corporation’s (SPKL) compliance plan?

If Nasdaq does not accept the company’s plan, Spark I can appeal. The notice indicates Spark I would have the opportunity to present its case before a Nasdaq Hearings Panel, which would then consider whether to allow continued listing or proceed toward delisting.

Does the Nasdaq deficiency notice affect SPKL warrants and units as well as common shares?

The notice relates to the total holders of the company’s ordinary shares, which underpin its Nasdaq Global Market listing. The filing states the notice has no immediate effect on the listing or trading of any Spark I securities on Nasdaq.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:30 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 14, 2026

SPARK I ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41825		87-1738866
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3790 El Camino Real, Unit #570

Palo Alto, CA 94306

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 353-7082

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	SPKLU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 par value	SPKL	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	SPKLW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 14, 2026, Spark I Acquisition Corporation (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”), which requires the Company to have at least 400 “Total Holders” (defined as both beneficial holders and holders of record) of the Company’s ordinary shares for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Notice stated that that Company has 45 days to submit a plan to regain compliance with the Minimum Total Holders Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Total Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. The Company intends to submit a plan with Nasdaq on or before June 29, 2026 to maintain its Nasdaq listing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with the Minimum Total Holders Rule and the Company’s intentions to submit a plan to regain compliance with the Minimum Total Holders Rule. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of important risks and uncertainties, including, without limitation, the risk that Nasdaq may not accept the Company’s plan and grant the Company an extension and the risk that the Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, among other important risks and uncertainties contained in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in its expectations, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPARK I ACQUISITION CORPORATION

	By:	/s/ James Rhee
	Name:	James Rhee
	Title:	Chief Executive Officer

Date: May 18, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Spark I Acquisition hit with Nasdaq holder deficiency